If You Invested in FORGE INNOVATION DEV CORP (FGNV)

Forge Innovation Development Corp. (FGNV) is a Nevada corporation that files reports with the U.S. Securities and Exchange Commission (SEC) under Commission File No. 333-218248. According to its SEC disclosures, the company is based in Jurupa Valley, California, where its principal executive offices are located. While its detailed industry classification is not specified in the available filings, Forge Innovation Development Corp. presents itself as a reporting company with activities that have included ownership interests in other entities.

The company’s regulatory profile is documented through periodic and current reports filed with the SEC. These filings describe corporate actions, internal restructurings, and changes in its asset base. For investors and researchers, Forge Innovation Development Corp. represents a smaller SEC-reporting issuer where corporate structure and asset composition can change through transactions disclosed in Forms 8-K and periodic reports.

Corporate structure and regulatory status

Forge Innovation Development Corp. is organized in Nevada and maintains reporting obligations under the Securities Exchange Act of 1934. Its filings indicate that it has used equity securities, including common stock, in connection with transactions involving other entities. The company’s reports also reference subsidiaries and partnership interests that may be consolidated or deconsolidated depending on corporate actions.

As a registrant, Forge Innovation Development Corp. is subject to SEC disclosure requirements, including the filing of annual reports on Form 10-K and quarterly reports on Form 10-Q, as well as current reports on Form 8-K to describe material events. The company’s Form NT 10-Q and Form 8-K filings provide insight into its approach to financial reporting, internal restructuring, and transparency around significant corporate events.

Internal restructuring and disposition of assets

In a Form 8-K, Forge Innovation Development Corp. reported the completion of an internal restructuring transaction involving its partnership interest in Legend International Investment LP. The filing describes that Forge held a fifty-one percent partnership interest in Legend LP, acquired under an Asset Purchase Agreement dated March 24, 2023, with Legend Investment Management LLC (Legend LLC). Pursuant to a mutual agreement, Forge voluntarily released, transferred, and returned this 51% partnership interest in Legend LP to Legend LLC.

The Form 8-K explains that the restructuring was effected without cash consideration and was characterized as a non-cash internal return of equity interests previously acquired. In connection with this release of the partnership interest, Legend LLC returned to Forge Innovation Development Corp. an aggregate of 1,967,143 shares of Forge common stock that had originally been issued as consideration for the 2023 acquisition. As a result of this transaction, Legend LP ceased to be a subsidiary or consolidated entity of Forge, and the company no longer holds ownership, management, voting, or financial rights in or to Legend LP.

The decision to complete this restructuring and disposition was authorized and approved by the company’s Board of Directors at a special meeting held on July 27, 2025, as disclosed in the Form 8-K. The filing also notes that the divestiture constitutes a material subsequent event under U.S. GAAP (ASC 855) and SEC Regulation S-K, and that it will be discussed in the company’s Quarterly Report on Form 10-Q for the fiscal quarter ending September 30, 2025.

Financial reporting and late filing notice

Forge Innovation Development Corp. filed a Form 12b-25 (Notification of Late Filing) relating to its Quarterly Report on Form 10-Q for the period ended September 30, 2025. In this NT 10-Q, the company states that it was unable to obtain the necessary financial information required to prepare a complete filing within the prescribed time period. The notification explains that, as a result, the Form 10-Q could not be filed in a timely manner without unreasonable effort or expense.

In the same notification, Forge Innovation Development Corp. indicates that it anticipates submitting the Form 10-Q within the applicable extension period allowed under Rule 12b-25. The company also confirms in the filing that all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, or for such shorter period that it was required to file such reports, had been filed.

The Form 8-K further notes that the company’s disclosure regarding the internal restructuring was filed after the four-business-day period normally required for reporting material events. Forge Innovation Development Corp. characterizes this as an internal administrative delay and states that it is voluntarily providing the disclosure to ensure complete and transparent reporting of the material event.

Use of equity and partnership interests

Based on the available SEC filings, Forge Innovation Development Corp. has used its common stock as consideration in transactions involving partnership interests. The Asset Purchase Agreement with Legend LLC resulted in the issuance of Forge common stock in exchange for a majority partnership interest in Legend LP. The later internal restructuring reversed this arrangement by returning the partnership interest to Legend LLC and having Legend LLC return the previously issued Forge shares.

This pattern illustrates that Forge’s corporate activity has included acquiring and then divesting interests in other entities through equity-based transactions. The deconsolidation of Legend LP, as described in the Form 8-K, has implications for Forge’s financial statements, including the removal of Legend LP as a subsidiary or consolidated entity and the associated accounting treatment to be addressed in its Form 10-Q.

Regulatory disclosures and investor considerations

For investors reviewing Forge Innovation Development Corp., the SEC filings provide primary insight into the company’s operations, corporate governance decisions, and financial reporting practices. The Form 8-K and NT 10-Q highlight areas such as:

• Internal restructuring and disposition of a majority partnership interest in Legend LP.
• Non-cash transactions involving the return of previously issued common stock.
• Board of Directors’ role in authorizing significant corporate actions.
• Timing and completeness of periodic financial reporting, including the use of Form 12b-25 for late filings.

Because the available information focuses on these regulatory and transactional aspects, investors and analysts often look to the company’s periodic reports (Forms 10-K and 10-Q) and additional exhibits, such as the Statement Regarding the Release and Return of Partnership Interest in Legend International Investment LP (filed as Exhibit 99.1 to the Form 8-K), for more detailed financial and narrative context.

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